A Star Wars Prequel Reboot
by Publicola
Summary: Inspired by the video "What If 'Star Wars Episode I' Was Good?", it's a wholly re-imagined look at the 'Star Wars' prequel trilogy. Partly a script outline, partly a challenge for other authors, and partly a collection of scenes and snippets.
1. Episode I: The Phantom Menace

It wasn't long after the release of The Phantom Menace that a critical consensus began to emerge: the Star War prequels were remarkably underwhelming. Whatever the wonders spawned by George Lucas' imagination, the stories could have been so much better with some editing and story supervision.

Then I came across a video that offered precisely that: a re-imagined Episode I, keeping Lucas' framework while significantly streamlining the narrative. The video in question is 'What if "Star Wars Episode I" was Good?' by Belated Media. Check it out: it inspired quite a few ideas that will appear below.

I wanted to outline my vision for rebooting the prequels, in part for my own future use but also in part as a challenge to other authors. I can't say this really qualifies as either outline or challenge, as some aspects are too detailed for a challenge (I include a number of scenes and snippets of conversation, for instance) while other aspects are far too cursory for a proper outline. Regardless, I hope you enjoy.

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Disclaimers: I don't own any aspect of the Star Wars universe. Also, while I tried to stay true to the original trilogy, I made no effort to stay within the bounds of the Extended Universe, except where I found it convenient to the story.

Please note that _italics_ indicate parenthetical author's notes on important changes from the original films.

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**Episode I: The Phantom Menace**

Opening Crawl: A thousand year ago, the Jedi Order had crushed the last remnants of the Sith. Now most citizens of the galaxy consider the Jedi Order to be an antique of an earlier era, a throw-back to prehistoric mysticism. After a millennium of peace, the Order has largely shed its old military trappings and taken on the duties of police officers and diplomats, going on planet-to-planet inspections on behalf of the Galactic Senate.

_A/N: This introduces two elements not found in the original prequel films. First, there is a general impression that the Jedi and the Force are largely irrelevant (hence Admiral Motti's statement in A New Hope: "Your sad devotion to that ancient religion" etc.. Second, there is widespread resentment of the Jedi, as they act as the public face for the Senate's intrusion in local planetary affairs and governance._

The camera pans down toward a sleek ship headed for Naboo.

We cut to a conversation between a Jedi Master and his Padawan. The younger OBI-WAN KENOBI objects at how banal the assignments are that the Senate has given to the Jedi – planetary inspections are for bureaucrats, not for those who can wield the Force. His teacher, QUI-GON JINN, bears his Padawan's complaints with all the long-suffering patience of a parent who has heard this line many times before, and tries to remind Obi-Wan that the current state of affairs is still better than the dark times when they had to fight the Sith. But Obi-Wan has romanticized the adventure of the old days, and does not hear the admonishment.

_A/N: This sets up the major arc for Obi-Wan's character development in Episode I: he must leave behind his childish naïveté, and take up the adult responsibilities of being a Jedi Knight._

Obi-Wan and Qui-Gon are alerted by the ship's captain that there are war-ships in Naboo's atmosphere, bearing the markings of the Trade Federation. They instruct the captain to land outside the capital city.

_A/N: There is no blockade: the Trade Federation are launching their invasion force directly._

_A/N: There are no Gungans: Naboo may be home to one or more non-human race, but at least for the moment there is no need for a Jar-Jar character to bring them from one side of the planet to the other._

This sets up the film's first action sequence: the Jedi must retrieve the PRINCESS AMIDALA from her captors and escort her to Coruscant, where she can denounce the invasion to the Senate. The initial rescue takes place on land, while the escape draws the action out into space. During the battle, Obi-Wan tries to order around the Princess' HANDMAIDEN PADMÉ– once the battle is over, she objects quite strongly, and this leads to their (at first caustic, but eventually playful) banter.

_A/N: This relationship between Obi-Wan & Padmé should be strongly reminiscent of that between Han & Leia from the original trilogy. Also, once Anakin is added to the mix, the love triangle that develops should ramp up the tension quite nicely._

At some point during the space battle, the Jedi's ship was hit, so they must stop for repairs at an out-of-the-way planet called Tatooine. All three go planet-side looking for parts.

_A/N: Obi-Wan being the main charater of the prequel trilogy, he must be present for the action on Tatooine. This allows for more banter between him and Padmé, and allows him to observe Qui-Gon's reaction to Anakin's astonishing presence in the Force._

On Tatooine, we hit many of the same plot points as in the original Episode I, including the Jedi's encounter with ANAKIN SKYWALKER, Qui-Gon's bet with Watto, and the pod-race.

_A/N: Crucially, Anakin is not a 9 year old in this film. He is closer to 14 – still young, but close enough to Obi-Wan's age that they could realistically consider each other brothers at some point down the line. He remains a mechanical genius, but only related to aircraft. He doesn't make C-3PO, but he did build his own pod-racer, and once they get the right part ends up fixing the Jedi's ship._

After the pod-race, the Jedi receive the replacement parts for the ship and Anakin is freed, but before they can return to the ship they're intercepted by a mysterious SITH APPRENTICE. Qui-Gon manages to hold him off until the ship is ready to depart, but doesn't get a good look at the Sith during their brief lightsaber duel.

_A/N: There should be something to distinguish a Sith Apprentice from a Master, comparable to the 'Padawan braid' that Obi-Wan wears. Also, this should be our first encounter with the Sith in this film. Unlike the original movie, there is not yet any need to observe the Sith's dealings with the Trade Federation._

The group continues on to Coruscant. Princess Amidala makes her plea to the Senate, but her motion is referred to committee by the powerful COUNT DOOKU, and no help seems forthcoming.

Qui-Gon makes his report to the Council. The head of the Council, MACE WINDU, instruts Qui-Gon to continue assisting the Princess resist the invasion of her planet, and to seek out more information on the Sith that attacked them. Qui-Gon also informs the Council of his desire to teach Anakin, and to let Obi-Wan face his Trials. They defer that decision until his return.

_A/N: Mace Windu refers to the mystic YODA several times, but Yoda does not usually participate in Council meetings. He's more often to be teaching, communing, or studying the Archives. Yoda won't show up on-screen until the very end of the movie._

Meanwhile, Obi-Wan waits with Anakin elsewhere in the Jedi Temple, where they encounter PALPATINE.

_A/N: Palpatine is not a Senator; rather, he is the Senate-appointed liaison to the Jedi Order, and is the one who assigns planet-to-planet inspection routes to the Jedi. In other words, he is actively responsible for undermining the public trust and confidence in the Jedi Order.'_

Palpatine waits with them until the Council reports that Anakin can stay at the Temple, at least until Qui-Gon returns and the Council can make its decision. Anakin stays on Coruscant for the remainder of Episode I.

Lastly, we briefly observe an abandoned warehouse where the Sith Apprentice (addressed as DARTH MAUL) reports to his SITH MASTER, DARTH TYRANUS. Tyranus is initially hidden in the shadows, but soon steps forward to reveal that he is in fact Count Dooku, who had been working with the Trade Federation all along. He also reassures Darth Maul that letting the Jedi learn of the Sith's existence was entirely intentional.

Princess Amidala and her entourage, Obi-Wan, and Qui-Gon now prepare to leave Coruscant and return to Naboo. Their plan is to capture the Trade Federation's Viceroy and deliver him to the Senate, proving their case without need for committee.

_A/N: Once again, there is no blockade, so no space battle, nor is there any need for Gungans. Also, it is at this point that Padmé is revealed to be the real Princess Amidala._

On the way to the Viceroy's office, the way is blocked by Darth Maul. The Jedi split off to duel him on their own, away from the rest of Padmé's group. Eventually they converge again in the Viceroy's office. During the split second when Padmé is distracted in observing the Jedi duel, the Viceroy manages to wound her, which distracts Obi-Wan from his duel, which in turn allows Darth Maul to critically wound Qui-Gon. Padmé's guard subdue the Viceroy and gang up on Darth Maul, who is forced to retreat.

_A/N: The most important point here is that Darth Maul survives, thus giving Obi-Wan a concrete antagonist for the remainder of the prequel trilogy. Second, Obi-Wan feels responsible for the death of his Master. Specifically, he blames his burgeoning romantic feelings for Padmé, which distracted him at the crucial moment..._

Qui-Gon dies after imparting some generic final bits of wisdom to his apprentice. They all return to Coruscant with the Trade Federation Viceroy in custody. The Senate recognizes the invasion, and punishes the Viceroy for his actions. Obi-Wan reports to the Council. With his Master's death, he is elevated to Jedi Knight, but will continue training with Yoda to deal with the emotions of losing Qui-gon. Anakin will also be trained by Yoda as a special case, so Obi-Wan and Anakin will work together as a team.

Obi-Wan goes to speak with Yoda about his encounters with the Sith. Yoda tells him of the Sith 'Rule of Two' – one Master, one Apprentice. This leads Obi-Wan to wonder: who is the Sith Master?

Smash cut to: Darth Maul finishing his report to his Master Tyranus before being dismissed. Tyranus turns and moves toward a shadow near the back of the warehouse. "Everything is proceeding as I have foreseen," DARTH SIDIOUS cackles as he emerges for the first time. Tyranus bows down (parallels to Vader): "Yes, my Master."

Smash cut to: Princess Amidala leading Naboo in blithe celebration of their freedom from the invaders.

Roll credits.

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**A/N**: Feedback is always welcome; please review.


	2. Episode II: Attack of the Clones

**Episode II: The Attack of the Clones**

Like the original Episode II, this film begins with an assassination attempt, though not directed at PADMÉ AMIDALA. Rather, the target is COUNT DOOKU. Dooku survives the attack and requests Jedi assistance in tracking down the perpetrator… while publicly accusing the militarist faction to which the now-Senator Amidala belongs.

_A/N: Strictly from a character-development standpoint, Amidala should not be a pacifist! After her experience of Episode I, it's much easier to see her as having little to no trust in the politics of the Senate, and is far readier to approve military options._

We now move to an interior shot of the Jedi Temple, where we glimpse OBI-WAN KENOBI (a Jedi Knight) and ANAKIN SKYWALKER (still a Padawan) being trained together by YODA (parallels to Yoda's training of Luke in Empire Strikes Back). MACE WINDU interrupts the session to inform them of the attack on Dooku and Dooku's accusations against the militarist faction. He also tells Obi-Wan that the Council has selected him to lead the investigation.

Mace briefs Obi-Wan that the Council believes the attack was orchestrated by the Sith in order to weaken the Galactic Republic. This is the first lead in many years into finding Obi-Wan's Sith nemesis. Obi-Wan confides that he still struggles with anger and desire for revenge on the Sith Apprentice, and that Yoda's teachings are not helpful. Maces offers advice drawn from his own past: he too struggled with anger, which led him to harness that emotion in his own unique style of lightsaber dueling.

_A/N: This is the major emotional arc for Obi-Wan in Episode II. Anakin follows Yoda's teachings about releasing emotions into the Force, while Obi-Wan begins to learn from Mace how to guide and harness his emotions through the Force._

The camera cuts from Obi-Wan to track Anakin as he goes to meet with Palpatine, and the two discuss the repercussions of Dooku's accusation. Halfway through the meeting, Padmé joins them, and Anakin expresses his frustration that the Jedi are expected to investigate the militarist faction that Palpatine leads. Anakin also expresses some resentment that Obi-Wan was chosen to lead the investigation, though Palpatine cautions him to follow Yoda's advice (framed in a subtly negative light: 'repress' your emotions, and so forth). Padmé discourages Anakin's jealousy, but sympathizes with him and 'disagrees' with Palpatine that emotions are a positive thing.

_A/N: Palpatine has established himself as a mentor figure to both Anakin and Padmé, and is also responsible for cultivating the fledgling romance between them. Anakin's relationship to Padmé is more reminiscent of Luke & Leia than Han & Leia; it is less flirtatious than Padmé's banter with Obi-Wan, and more oriented around shared values and philosophies._

The initial investigation takes Obi-Wan and Anakin to the backstreets of Coruscant, specifically to the area surrounding the Underworld Portal. Anakin asks, and Obi-Wan briefly tells its history: the Portal is the entry-point into a vast underground city miles below the surface of Coruscant (as seen in the trailer for Star Wars 1313). This city was once a Sith stronghold, that had been cleared out at great cost by the Jedi during the last war a thousand years before. The ruins have since been reclaimed by drug-dealers and others of a disreputable sort, who flourish under the oppressive presence of Dark Side of the Force.

The two Jedi wind up chasing after the ASSASSIN, going about a quarter of the way down the Portal before forcing her to land on the side levels. Obi-Wan briefly looks like he might torture the assassin to get information about the Sith; however, before he can act, the assassin is killed by a BOUNTY HUNTER.

Obi-Wan returns to the Temple and seeks Mace Windu's counsel again, telling him what almost happened. Mace informs Obi-Wan that the Sith seem to have succeeded and the Republic seems on the verge of war, as Dooku has already orchestrated a boycott of the Senate by the systems under his control (including the Trade Federation). Mace then continues to train Obi-Wan, particularly in the techniques of the Vaapad lightsaber dueling form he invented.

_A/N: I envision this sequence would be like a sports-movie training montage, only with lightsabers._

Meanwhile, Anakin is charged with finding the origin of the bounty hunter's dart. He takes it to Palpatine for advice, who recommends he ask some of Anakin's non-pilot friends. He is directed from person to person, before finally someone can confirm that the dart is from Kamino. Obi-Wan and Anakin are then tasked by the Council to follow the trail to that planet.

The two Jedi land and to their surprise are escorted to the cloning chambers, where they receive an update on the clones ordered many years before by a dead Jedi. They also meet with the genetic parent, JANGO FETT, who tells them he was hired by a 'Darth Tyranus.' Obi-Wan tells Fett, to his apparent surprise, that 'Darth' is not a name but a title used by the Sith. ("You're serious?" Jango Fett stepped back in apparent surprise. "I thought they supposed to be extinct?")

Before the two Jedi leave, they encounter Fett preparing to leave as well, and realize that he was the bounty hunter they'd seen on Coruscant. They fight, but Fett escapes by the skin of his teeth. We follow Fett to the same abandoned warehouse we saw in the first film, where he meets with 'Darth Tyranus.' It becomes immediately obvious that Jango Fett already knew that he had been hired by a Sith Lord. Fett asks if it was entirely wise to let the Jedi know the Sith were behind the clone army. Tyranus waves away his objections as all part of the plan.

Meanwhile, Obi-Wan and Anakin return to the Jedi Temple to report on the clone army they found at Kamino, only to learn that Count Dooku and the systems under his control have broken completely from the Galactic Republic, and that the Separatist forces seem to be mobilizing for war. Palpatine (with Padmé's active support in the Senate) has lobbied strongly for the creation of an 'Army of the Republic,' to be placed under the command of the Jedi Order.

_A/N: Palpatine is widely regarded as a respected Gandalf-like figure, urging everyone to prepare for the impending war against the forces of evil, etc. etc._

With the discovery that the Clone Army was commissioned by Sith 'Tyranus,' the Jedi feel obliged to take command of it before the Separatists can. The discovery also justifies Palpatine's calls for the Republic to form its own Army. Mace Windu is sent to Kamino to take command of the Clone Army, using the excuse that the army's creation was really authorized by a Jedi (albeit one who was dead at the time). Before he leaves, he offers last words of advice to Obi-Wan.

Since Obi-Wan seems to be on good terms with Count Dooku, he is ordered to meet with the Separatist leader and try to negotiate a peace agreement to bring the systems back into the Republic. Count Dooku has by now left Coruscant for Geonosis, so that's where Obi-Wan and Anakin follow. Before leaving, however, Anakin meets with Padmé and they finally acknowledge their feelings for each other.

Soon after landing on Geonosis, Obi-Wan and Anakin are intercepted by Jango Fett and Separatist forces. Their ship is destroyed, and they are captured. Fett brings them before Count Dooku, acknowledging him for the first time as Tyranus; Dooku sentences them to death in the arena.

Their fight in the arena is interrupted by the arrival of Mace Windu and the Clone Army, who rescue the two Jedi as the first battle of the Clone War begins around them. Mace is obliged to stay and lead the Clone troopers in battle, but Obi-Wan and Anakin go in pursuit of Count Dooku. They catch up to him, but not before DARTH MAUL arrives to fight as well.

Obi-Wan and Anakin duel Maul and Tyranus. Obi-Wan manages to wound Maul, forcing him to withdraw. Obi-Wan briefly chases after Maul as he flees, but turns back, and just in time. Anakin had lost his hand in those brief moments fighting solo against the Sith Master, but Obi-Wan rejoins the battle before Darth Tyranus can finish the job. Anakin wielding his lightsaber with his off-hand helps turn the tide of the duel, and at length Obi-Wan defeats Dooku.

_A/N: Just as Darth Maul killed Obi-Wan's master, so does Obi-Wan kill Darth Maul's master. The emotional stakes are now even higher for when they meet in the next episode._

Before Dooku dies, however, he whispers that "there is another Sith Lord" (parallels Yoda's dying words: 'There is another Skywalker'). Obi-Wan overhears this and takes it to refer to Dooku's apprentice, Maul.

Obi-Wan does not notice that Dooku had briefly activated a comm. link to that very apprentice. Darth Maul understands his Master's dying words as meaning that there is another Sith out there. The camera tracks his approach to Coruscant, then his descent into the Portal, and we finally realize that the abandoned warehouse from earlier was located in the middle of the vast underground city. Before he can search Dooku's old haunts, however, Maul crumples to the ground under a burst of Sith Lightning, as DARTH SIDIOUS emerges from the shadows. "You did not think you were the only one, now, did you? I taught your master everything he knew. He failed, so you have inherited his place. See that you do not disappoint me."

Finally, Padmé and Anakin reunite after the battle. With the outbreak and war and his near brush with death, they decide to travel to Naboo, where they are secretly married.

Roll credits.

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**A/N**: Feedback is always welcome; please review.


	3. Episode III: Revenge of the Sith

**Episode III: Revenge of the Sith**

Opening Crawl: DARTH MAUL has rallied the Separatist forces after their defeat at the battle of Geonosis, and war has raged for several years. The Jedi have been unable to track Maul to anywhere more precise than 'a secret location in or around the Galactic Center,' as Maul directs the war effort from afar, through orders relayed by his apparent lieutenant, JANGO FETT.

Film opens, as in the original Episode III, with a space battle over Coruscant due to the Separatist kidnapping of PALPATINE.

_A/N: Palpatine is not targeted because he is Chancellor of the Senate, but rather because he is in charge of the war effort. This means he was authorized by the Senate to hand out orders and assign commands to the Jedi Knights who lead Clone troopers into battle. This is the military background that presages his later rise as Emperor._

Unlike the original movie, it is not the late Count Dooku but GENERAL GRIEVOUS who led the attack, though on the orders of Darth Maul as relayed by Jango Fett.

OBI-WAN KENOBI (now a Jedi Master) and ANAKIN SKYWALKER (now a Knight) are in charge of leading the counter attack. They succeed in rescuing Palpatine and defeating Grievous before crash-landing the Separatist capital ship on a Coruscant air field.

However, Jango Fett does escape, and they are not able to track him through the streets of Coruscant.

Obi-Wan and Anakin return with Palpatine to the Jedi Temple, where PADMÉ SKYWALKER (née AMIDALA) greets them warmly. Though they are married, neither Anakin nor Padmé can express their true feelings as their marriage is a secret from all save Palpatine. On the other hand, Obi-Wan seems to have resumed his flirtatious banter with Padmé, who clearly enjoys the return of their old style of friendship, despite her misgivings about now being married.

Anakin and Palpatine move away, and Anakin lashes out in confusion and jealousy at Obi-Wan's conduct towards Padmé, which changed markedly ever since the Clone War began.

_A/N: Palpatine had encouraged Anakin to form a romantic attachment to Padmé, and now subtly reinforces his jealousy of her potential attachment to others._

MACE WINDU also greets them, and summons Obi-Wan away to report to the Council. Obi-Wan was never as friendly to Palpatine as Anakin, and has lately begun to actively distrust Palpatine. Obi-Wan mentions several oddities about Palpatine's behavior, specifically in his treatment of Anakin (urging him to kill Grievous, for instance). Mace and the others promise to look into it.

Privately, Mace asks about Obi-Wan's earlier behavior with Padmé. Obi-Wan confesses that, having dealt with the residual guilt from Qui-Gon's death at the hands of Darth Maul, he has felt much freer to express his emotions honestly, particularly around Padmé who he had distanced himself from in the aftermath. Mace reassures him that, under the Old Code, Jedi were permitted to form romantic attachments and even marry, but that the Old Code would require almost complete self-mastery.

Later that evening, Anakin and Padmé fight about her behavior toward Obi-Wan. It comes out that she had been influenced by Obi-Wan's distrust of Palpatine, which seems to corroborate Anakin's distrust of their relationship. Anakin returns to the Temple in a huff. He calms down enough by the next morning to convey his concerns to YODA, who takes the matter to Mace Windu.

Mace defends Obi-Wan, and the two Jedi Masters debate the merits of the Old Code (favored by Mace) vs. the New Code (favored and partly written by Yoda, which does not give any allowance for emotions at all). Yoda cautions Mace, but as the Old Code is still accepted (if under-utilized), there's nothing to be done. When Yoda tells Anakin that nothing can be done, the younger Knight's ties to the Jedi Order are weakened even further.

Some time later Obi-Wan and Anakin are dispatched to the front lines: Separatist forces have gathered for one last offensive on the Inner Core, targeting Kashyyyk, home planet of the Wookies. Anakin's distrust of Obi-Wan results in miscommunication and military blunders, which cost the Wookies heavily. However, that doesn't affect the ultimate outcome of the battle. The Clone Armies have a clear advantage, when Obi-Wan is alerted that Jango Fett's ship was seen leaving the scene. He and Anakin move quickly to pursue, chasing Fett's ship into space. They almost catch him, but Fett escapes into hyperspace.

Obi-Wan concludes that Fett is returning to Darth Maul's location somewhere on Coruscant, and decided to follow. It's a long shot, so he waves Anakin off the pursuit. Anakin also returns to Coruscant, but headed for his apartment with Padmé. He regretted the mistakes made during the battle caused by his distrust, and he and Padmé are seen to reconcile.

Obi-Wan comes out of hyperspace, and manages to spot Jango Fett's ship before it disappears into the morass of traffic. He tails it from a distance, hoping to follow Fett all the way back to wherever Darth maul is hiding. Obi-Wan notices that Fett travels through several quadrants around the Capital District, meeting with a number of individuals and groups.

_A/N: Jango Fett has recruited a guerrilla army out of Coruscant. If the Separatist Army were comparable to the North Vietnamese, these would be the Viet Cong. They gather intel and provide the muscle for Darth Sidious' coup later on._

Finally Obi-Wan tracks Jango to the Underworld Portal. Too late, Fett realizes that he is being tailed, but cannot return out of the Portal, so must continue down. He warns Darth Maul, who briefly contemplates throttling the bounty hunter for leading the Jedi to his location, but decides to keep Fett alive in order to help fight the Jedi. He does warn DARTH SIDIOUS, who sets his final plans into action.

Obi-Wan stops before he descends out of range in order to comm. link others. Anakin is preoccupied with Padmé and can't be reached, so Obi-Wan then calls the Temple. Most of the Jedi are scurrying around on various assignments for Palpatine, but Palpatine has no authority over the head of the Jedi Council, so Mace Windu is the only one to depart to join Obi-Wan down the Underworld Portal.

Maul confirms to Darth Sidious that Obi-Wan has descended out of his ship's comm. link range. Palpatine summons Anakin and Padmé to come to his office.

Mace Windu and Obi-Wan first encounter Jango Fett, who uses his jetpack to try to lead them away from the warehouse. The Jedi confer and Mace agrees to follow after Jango, leaving Obi-Wan to seek out Maul on his own. After some tense moments (parallels to Return of the Jedi when Darth Vader seeks out Luke in the darkness), Maul leaps out to ambush Obi-Wan and the battle is joined.

Back at the Temple: Anakin and Padmé arrive in Palpatine's office. Palpatine begins by grilling Anakin, asking him about whether he was involved in Jedi treachery. Anakin denies it, but demands to know what's going on. Palpatine responds, "I'm glad to hear it, I had to be sure. I have recently received convincing evidence that the Jedi Council has been engaged in high treason."

Back in the Underworld: Jango ditches Mace upon hearing the sounds of battle and races to double-team Obi-Wan, who is barely able to defend against the onslaught. In the nick of time, Mace shows up as well, helping turn the tide of the duel. Jango, being more mobile, concentrates his fire on drawing the more experienced Mace Windu away from the battle. He succeeds, but he doesn't count on Obi-Wan successfully defeating Darth Maul on his own.

Jango flees back to his ship, making for the Portal and alerting Darth Sidious of Maul's death via comm. link, but Jango's ship is boxed in by the Jedi in their ships. Jango refuses to surrender, and is shot down.

Moment of the big reveal: as Jango Fett's ship crashes in flames, we realize that the man holding the comm. link is in fact Palpatine!

Palpatine re-enters the office. Anakin is convinced by the false documentation he's been shown, but Padmé isn't so sure. Palpatine reveals his plans to instruct all Clone troops to fire on their Jedi commanders, and then make a public announcement of the Jedi's treason. At this point, Padmé realizes that something is terribly wrong. She goes to leave, but Palpatine summons the comm. link out of her hands, revealing the fact that he is a Sith, though he excuses it by saying that the Jedi are too hypocritical and corrupt for him to trust or excuse.

Padmé runs out to find another way to reach Obi-Wan. Palpatine doesn't try to hurt her, but instructs Anakin to take a contingent of Clone troops to 'secure' the Jedi Council chambers and Archives. "Kill anyone who resists." Palpatine himself goes to the training rooms to deal with Yoda. Yoda is no fighter, but is sufficiently powerful in the Force to escape despite Palpatine's immense skill.

Padmé succeeds in reaching Obi-Wan and Mace as they emerge from the Portal. Their feelings of triumph at the defeat of the last Sith Lord and leader of the Separatist movement are soon extinguished on hearing Padmé's news that Palpatine himself was the Sith Lord. They return to the Temple, but are stopped in their tracks by Yoda, who only just escaped the Temple's utter destruction.

The next instant all three Jedi are overwhelmed by a disturbance in the Force: the death of every other Jedi at the hands of Clone Army, acting on Order #66. At length Mace and Obi-Wan are able to recover, but Yoda is still in shell-shock, unprepared to deal with such volume of grief and emotion. As he is no fighter, he decides to withdraw into exile in the Dagobah system.

Being for all practical purposes the sole survivors of the Jedi Order, Mace and Obi-Wan decide to make a stand.

Meanwhile, the Temple destroyed and the Jedi Order decimated, Palpatine summons Anakin back to his chambers. Palpatine had kept Padmé under observation when she left, and now has video to show Anakin: on reaching Obi-Wan, she seemed to eagerly embrace him (in reality, holding onto him for comfort due to the horrible news). Proof of her 'betrayal' sends Anakin over the edge, and his vows his allegiance to Palpatine and the Way of the Sith. "Henceforth you shall be known as Darth… Vader." "Thank you, my Master." "Lord Vader… rise."

Palpatine sends Anakin to 'meet' with the few remaining leaders of the Separatist systems, who have congregated on Palpatine's orders in the Mustafar system. Obi-Wan follows Anakin there, and Padmé follows along: they are unsure of Anakin's loyalties, and hope that her presence might sway him.

As for Mace Windu, he discovered that Palpatine had arranged to make a broadcast from the Senate, informing the whole galaxy of the Jedi's treason. He evades Palpatine's guards (comprised of those contacted earlier by Jango Fett), and intercepts him in the corridors below the Senate chamber, shortly before Palpatine was to give his speech.

Palpatine is forced to give way before Mace Windu's aggressive lightsaber form, and the duel e eventually moves upward into the Senate chamber. But the Senate is not empty, as Palpatine's speech was schedule to begin soon thereafter. Palpatine plays to the crowd, by shouting that the Jedi were trying to assassinate him, as he had discovered the Jedi were traitors. Mace tries to counter that Palpatine was a Sith Lord, but few of the assembled Senators know what 'Sith' means besides the fact that they were ancient enemies of the Jedi, and the Jedi were no longer so popular that their enemies were considered evil by default.

Mace again tries to convince the Senate that Palpatine and the other Sith were behind the Clone War, having orchestrated the Separatist movement from its inception. The Senators don't take this seriously, especially when Palpatine states that it was the Jedi who had conspired with the Separatists, as he had learned from the Jedi files where the Separatist leaders were hiding. In fact, Palpatine had already sent his agents to take care of the rebels and bring them back, dead or alive.

Smash-cut to Mustafar, where Anakin has just finished slaughtering the Separatist leaders (exulting in the knowledge that this massacre meant the end of the war) when he sees Obi-Wan's ship land nearby. When Anakin realizes that Padmé had arrived together with Obi-Wan, he goes beserk, attacking her verbally at first then physically. Obi-Wan intervenes to protect her, covers her escape back to the ship, and the battle is joined.

This battle plays out with many of the same beats as in the original movie, though the battle is not over once Obi-Wan takes the high ground. Rather, Obi-Wan is simply the superior dueler, and has wounded Anakin in several places; Anakin is determined to fight on, but Obi-Wan knows he would rather cripple Anakin than risk killing him. Anakin tries to jump over, and Obi-Wan slices off his legs.

Smash cut back to Coruscant, where Palpatine has been reinforced by his guards, and Mace has been forced back to the defensive. Palpatine's demagoguery was effective – at one point, he attacked Mace with Sith Lightning, and when Mace reflected it with his lightsaber, Palpatine acted as though it were Mace attacking him. (This works for all but a few Senators who already knew about Sith Lightning, and thus realized that Palpatine was lying through his teeth the whole time). At last Mace's defenses ar ebroken, and he is disarmed and immobilized. Palpatine plays the Senate like it was a Roman Colosseum, and by the end they are howling for Mace Windu's blood – which he gives them. Mace Windu is beheaded on live broadcast.

Once the broadcast is finished, Palpatine senses the disturbance in the Force from his newest apprentice, and immediately readies his ship to jump to Mustafar.

As for the now-legless Anakin, he does not fall into burning lava, though his lightsaber does fall away for Obi-Wan to retrieve. Anakin rages against the Jedi's treason and proudly identifies himself as the Sith Lord, Darth Vader. Obi-Wan mourns his brother's fall from grace, but soon realizes he cannot strike the killing blow to his best friend, and so returns to ship in a stupor.

Padmé takes off, sets the autopilot, and returns help Obi-Wan clean off the viscera from their duel. She reveals that she and Anakin had married shortly after the first battle of the war, and that she thinks she might be bearing his child. The two make their way to Alderaan, where Padmé knows the royal family. There they learn of Palpatine's broadcast and the end of the Jedi Order, and soon learn of the black cyborg monstrosity only known by the name Darth Vader.

The family doctor confirms Padmé's pregnancy, and Obi-Wan suggests that once the twins are born, that he and Padmé should make a home together. Padmé declines, still reeling from her husband's descent into evil and horrified by a false sense of her own culpability for putting him there. When the time comes, Padmé dies after giving birth to the twins.

Obi-Wan leaves the girl in the hands of the Alderaan family, and she bears too much resemblance to her mother for him to bear. He takes the boy with him to Tatooine, where he has located relatives of Anakin Skywalker from his old days as a slave. He leaves the boy Luke with them, along with a story of how Luke's father was a Jedi who died in the last days of the Clone War. He then sets out across the desert, to make a home for himself beneath the twin suns of Tatooine.

Roll credits.

**_Fin_**

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******A/N**: Feedback is always welcome; please review.


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